SHOPRITE HOLDINGS LIMITED - Successful conclusion of Nigeria transaction

Successful conclusion of Nigeria transaction

Shoprite Holdings Limited
(Incorporated in the Republic of South Africa)
Registration no. 1936/007721/06
ISIN: ZAE000012084
JSE share code: SHP
NSX share code: SRH
LuSE share code: SHOPRITE
(“Shoprite Holdings” or the “Company”)

SUCCESSFUL CONCLUSION OF NIGERIA TRANSACTION

1.   INTRODUCTION

     Shoprite Holdings shareholders (“Shareholders”) are referred to the operational and voluntary trading update
     released on 3 August 2020 wherein the Company advised Shareholders about the potential disposal of its
     Nigerian operations (the “Transaction”). Shareholders are hereby informed that the Transaction, effected by
     Shoprite Holdings through its wholly owned subsidiary Shoprite International Limited (“SIL”), disposing of its
     100% shareholding in Retail Supermarkets Nigeria Limited (RSNL), has been successfully concluded and
     executed.

2.   TRANSACTION OVERVIEW

     SIL entered into a share purchase agreement with Ketron Investment Limited, a wholly owned subsidiary of
     Persianas Investment Limited (“Persianas”), for the disposal of its entire interest in RSNL. Since its formation
     in 1990 and under the leadership of its founder, Tayo Amusan, Persianas has grown to become a substantial
     group with proven capabilities to initiate, construct and manage high quality retail, residential and commercial
     environments in Nigeria.

     The terms of the Transaction include both a franchise agreement which secures RSNL’s right to continue to use
     the SHOPRITE brand as well as an administration and services agreement which provides RSNL
     with administration and technical support from the Shoprite Group for an initial period of five years.

3.   TRANSACTION RATIONALE

     As part of its strategic review process the Company evaluated its capital allocation to its Non-
     RSA operations. Accordingly, a decision was taken to dispose of its total interest in RSNL.

4.   FULFILLMENT OF SUSPENSIVE CONDITIONS AND TRANSACTION CONCLUSION

     Shareholders are advised that:

     •   All suspensive conditions relating to the Transaction have either been fulfilled or waived;
     •   70% of the transaction proceeds have been received by SIL with the balance due in four
         equal instalments over 30 months; and
     •   All closing date deliverables have been met and the Transaction has accordingly been successfully
         implemented with an effective date of 23 May 2021.

5.   CATEGORISATION OF THE TRANSACTION

     The Transaction is not a categorised transaction in terms of the JSE Limited Listings Requirements and this
     announcement has been voluntarily released by Shoprite Holdings.


Cape Town
2 June 2021


Financial Advisor and Transaction Sponsor: Investec Bank Limited

Date: 02-06-2021 10:20:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.